0001145443-14-000635 Sample Contracts

INVESTMENT MANAGEMENT AGREEMENT ING INVESTORS TRUST
Investment Management Agreement • April 28th, 2014 • Voya INVESTORS TRUST • New York

AGREEMENT dated May 7, 2013, between ING Investors Trust (the “Trust”), a Massachusetts business trust, and Directed Services LLC (the “Adviser”), a limited liability company organized and existing under the laws of the State of Delaware (the “Agreement”).

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SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 28th, 2014 • Voya INVESTORS TRUST • Delaware

AGREEMENT made this 7th day of May, 2013, among ING Investors Trust (the “Trust”), a Massachusetts business trust, Directed Services LLC (the “Adviser”), a Delaware limited liability company, and Franklin Mutual Advisers, LLC (the “Sub-Adviser”), a limited liability company organized under the laws of the State of Delaware (the “Agreement”).

PORTFOLIO MANAGEMENT AGREEMENT
Portfolio Management Agreement • April 28th, 2014 • Voya INVESTORS TRUST • Delaware

AGREEMENT made this 7th day of May, 2013, among ING Investors Trust (the “Trust”), a Massachusetts business trust, Directed Services LLC (the “Manager”), a Delaware limited liability company, formerly, Directed Services, Inc. , and Templeton Global Advisors Limited (the “Portfolio Manager”), a Bahamian corporation (the “Agreement”).

SUB-ADVISORY AGREEMENT ING INVESTORS TRUST
Sub-Advisory Agreement • April 28th, 2014 • Voya INVESTORS TRUST • New York

AGREEMENT dated April 30, 2013, between Directed Services LLC, a Delaware limited liability company (the “Manager”), and ING Investment Management Co. LLC, a Delaware limited liability company (the “Sub-Adviser”).

SUB-ADVISORY AGREEMENT ING INVESTORS TRUST
Sub-Advisory Agreement • April 28th, 2014 • Voya INVESTORS TRUST • Massachusetts

This AGREEMENT is made as of this 7th day of May, 2013 between ING Investments, LLC, an Arizona limited liability company (the “Manager”), and CBRE Clarion Securities, LLC, a Delaware limited liability company (the “Sub-Adviser”).

PORTFOLIO MANAGEMENT AGREEMENT
Portfolio Management Agreement • April 28th, 2014 • Voya INVESTORS TRUST • Delaware

This AGREEMENT, effective as of May 7, 2013, among ING Investors Trust (the “Trust”), a Massachusetts business trust, formerly, The GCG Trust, Directed Services LLC (the “Manager”), a Delaware limited liability company, formerly, Directed Services, Inc., and T. Rowe Price Associates, Inc. (the “Portfolio Manager”), a Maryland corporation.

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • April 28th, 2014 • Voya INVESTORS TRUST • New York

AGREEMENT dated May 7, 2013, between ING Investors Trust (the “Trust”), a Massachusetts business trust, and Directed Services LLC (the “Manager”), a Delaware limited liability company (the “Agreement”).

DISTRIBUTION AGREEMENT
Distribution Agreement • April 28th, 2014 • Voya INVESTORS TRUST • Delaware

AGREEMENT dated May 7, 2013, between ING Investors Trust (the “Trust”), a Massachusetts business trust, and ING Investments Distributor, LLC (“Distributor”), a Delaware limited liability company.

March 28, 2013 Ms. Katherine Dinella Vice President The Bank of New York Mellon - Securities Lending
Securities Lending Agreement and Guaranty • April 28th, 2014 • Voya INVESTORS TRUST
PORTFOLIO MANAGEMENT AGREEMENT
Portfolio Management Agreement • April 28th, 2014 • Voya INVESTORS TRUST • Pennsylvania

THIS AGREEMENT made as of the 7th day of May, 2013, among ING Investors Trust (the “Trust”), a Massachusetts business trust, Directed Services LLC, formerly, Directed Services, Inc. (the “Manager”), a Delaware limited liability company, and Fidelity Management & Research Company (“Portfolio Manager”), a Massachusetts corporation.

ING INVESTORS TRUST AMENDMENT #86 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Effective: February 5, 2014
Amendment to the Amended and Restated Agreement and Declaration of Trust • April 28th, 2014 • Voya INVESTORS TRUST

The undersigned, being a majority of the trustees of ING Investors Trust, a Massachusetts business trust (the “Trust”), acting pursuant to the Amended and Restated Agreement and Declaration of Trust, dated February 26, 2002, as amended (the “Declaration of Trust”), including, Article VI, Sections 6.2 and 6.3 and Article XI, Section 11.4 of the Trust’s Declaration of Trust, hereby amend the Declaration of Trust to:

ING INVESTORS TRUST AMENDMENT #84 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST ABOLITION OF SERIES OF SHARES OF BENEFICIAL INTEREST
Amendment to the Amended and Restated Agreement and Declaration of Trust • April 28th, 2014 • Voya INVESTORS TRUST

The undersigned, being a majority of the Trustees of ING Investors Trust, a Massachusetts business trust (the “Trust”), acting pursuant to the Trust’s Amended and Restated Agreement and Declaration of Trust, dated February 26, 2002, as amended, including Article VI, Section 6.2 and Article XI, Sections 11.2 and 11.4, hereby abolish the ING Goldman Sachs Commodity Strategy Portfolio, and the establishment and designation thereof, there being no shares of such series currently outstanding.

ING INVESTORS TRUST AMENDMENT #91 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST ABOLITION OF SERIES OF SHARES OF BENEFICIAL INTEREST
Amendment to the Agreement and Declaration of Trust • April 28th, 2014 • Voya INVESTORS TRUST

The undersigned, being a majority of the Trustees of ING Investors Trust, a Massachusetts business trust (the “Trust”), acting pursuant to the Trust’s Amended and Restated Agreement and Declaration of Trust, dated February 26, 2002, as amended, including Article VI, Section 6.2 and Article XI, Sections 11.2 and 11.4, hereby abolish the ING Total Return Bond Portfolio, and the establishment and designation thereof, there being no shares of such series currently outstanding.

ING INVESTORS TRUST AMENDMENT #90 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST ABOLITION OF SERIES OF SHARES OF BENEFICIAL INTEREST
Amendment to the Agreement and Declaration of Trust • April 28th, 2014 • Voya INVESTORS TRUST

The undersigned, being a majority of the Trustees of ING Investors Trust, a Massachusetts business trust (the “Trust”), acting pursuant to the Trust’s Amended and Restated Agreement and Declaration of Trust, dated February 26, 2002, as amended, including Article VI, Section 6.2 and Article XI, Sections 11.2 and 11.4, hereby abolish the ING Bond Portfolio, and the establishment and designation thereof, there being no shares of such series currently outstanding.

Directed Services LLC
Portfolio Management Agreement • April 28th, 2014 • Voya INVESTORS TRUST
ING INVESTORS TRUST AMENDMENT #89 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST ABOLITION OF SERIES OF SHARES OF BENEFICIAL INTEREST
Amendment to the Agreement and Declaration of Trust • April 28th, 2014 • Voya INVESTORS TRUST

The undersigned, being a majority of the Trustees of ING Investors Trust, a Massachusetts business trust (the “Trust”), acting pursuant to the Trust’s Amended and Restated Agreement and Declaration of Trust, dated February 26, 2002, as amended, including Article VI, Section 6.2 and Article XI, Sections 11.2 and 11.4, hereby abolish the ING American Funds World Allocation Portfolio, and the establishment and designation thereof, there being no shares of such series currently outstanding.

EXPENSE LIMITATION AGREEMENT ING INVESTORS TRUST
Expense Limitation Agreement • April 28th, 2014 • Voya INVESTORS TRUST

This EXPENSE LIMITATION AGREEMENT (this “Agreement”), effective May 7, 2013, is made by and between ING Investments Distributor, LLC (formerly ING Funds Distributor, LLC, the “Distributor”) and ING Investors Trust (the “Registrant”). The Registrant is a series fund investment company, and is entering into this Agreement on behalf of, and this Agreement shall apply to, each series of Registrant set forth on Schedule A to this Agreement (each a “Fund,” collectively the “Funds”), as such schedule may be amended from time to time to add or delete series.

ING INVESTORS TRUST AMENDMENT #88 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST ABOLITION OF SERIES OF SHARES OF BENEFICIAL INTEREST
Amendment to the Agreement and Declaration of Trust • April 28th, 2014 • Voya INVESTORS TRUST

The undersigned, being a majority of the Trustees of ING Investors Trust, a Massachusetts business trust (the “Trust”), acting pursuant to the Trust’s Amended and Restated Agreement and Declaration of Trust, dated February 26, 2002, as amended, including Article VI, Section 6.2 and Article XI, Sections 11.2 and 11.4, hereby abolish the ING American Funds International Portfolio, and the establishment and designation thereof, there being no shares of such series currently outstanding.

ING INVESTORS TRUST AMENDMENT #82 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST ABOLITION OF SERIES OF SHARES OF BENEFICIAL INTEREST
Amendment to the Agreement and Declaration of Trust • April 28th, 2014 • Voya INVESTORS TRUST

The undersigned, being a majority of the Trustees of ING Investors Trust, a Massachusetts business trust (the “Trust”), acting pursuant to the Trust’s Amended and Restated Agreement and Declaration of Trust, dated February 26, 2002, as amended, including Article VI, Section 6.2 and Article XI, Sections 11.2 and 11.4, hereby abolish the ING Pioneer Mid Cap Value Portfolio, and the establishment and designation thereof, there being no shares of such series currently outstanding.

EXPENSE LIMITATION AGREEMENT ING INVESTORS TRUST
Expense Limitation Agreement • April 28th, 2014 • Voya INVESTORS TRUST

This EXPENSE LIMITATION AGREEMENT (this “Agreement”), effective the 7th day of May, 2013, by and between Directed Services LLC (the “Manager”) and ING Investors Trust (the “Registrant”). The Registrant is a series fund investment company, and is entering into this Agreement on behalf of, and this Agreement shall apply to, each series of Registrant set forth on Schedule A hereto (each a “Fund,” collectively the “Funds”), as such schedule may be amended from time to time to add or delete series.

INVESTMENT MANAGEMENT AGREEMENT ING INVESTORS TRUST
Investment Management Agreement • April 28th, 2014 • Voya INVESTORS TRUST • New York

AGREEMENT dated May 7, 2013, between ING Investors Trust (the “Trust”), a Massachusetts business trust, and ING Investments, LLC (the “Adviser”), a limited liability company organized and existing under the laws of the State of Arizona (the “Agreement”).

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ING INVESTORS TRUST AMENDMENT #81 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Effective: June 17, 2013
Amendment to the Amended and Restated Agreement and Declaration of Trust • April 28th, 2014 • Voya INVESTORS TRUST

The undersigned being a majority of the trustees of ING Investors Trust, a Massachusetts business trust (the “Trust”), acting pursuant to Article VI, Section 6.3 and Article XI, Sections 11.2 and 11.4 of the Trust’s Amended and Restated Agreement and Declaration of Trust dated February 26, 2002, as amended (the “Declaration of Trust”), hereby amend the Declaration of Trust to:

ING INVESTORS TRUST AMENDMENT #83 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST ABOLITION OF SERIES OF SHARES OF BENEFICIAL INTEREST
Amendment to the Agreement and Declaration of Trust • April 28th, 2014 • Voya INVESTORS TRUST

The undersigned, being a majority of the Trustees of ING Investors Trust, a Massachusetts business trust (the “Trust”), acting pursuant to the Trust’s Amended and Restated Agreement and Declaration of Trust, dated February 26, 2002, as amended, including Article VI, Section 6.2 and Article XI, Sections 11.2 and 11.4, hereby abolish the ING DFA Global Allocation Portfolio, and the establishment and designation thereof, there being no shares of such series currently outstanding.

Directed Services LLC
Sub-Advisory Agreement • April 28th, 2014 • Voya INVESTORS TRUST
February 4, 2014
Investment Management Agreement • April 28th, 2014 • Voya INVESTORS TRUST

Pursuant to the Investment Management Agreement, dated May 7, 2013, as amended, between ING Investors Trust and Directed Services LLC (the “Agreement”), we hereby notify you of our intention to modify the breakpoints to the annual investment management fee for ING High Yield Portfolio (formerly ING PIMCO High Yield Portfolio, the “Portfolio”), effective as of the close of business on February 4, 2014.

EXPENSE LIMITATION AGREEMENT ING INVESTORS TRUST
Expense Limitation Agreement • April 28th, 2014 • Voya INVESTORS TRUST

This EXPENSE LIMITATION AGREEMENT (this “Agreement”), effective May 7, 2013, is made between Directed Services LLC (the “Manager”) and ING Investors Trust (the “Registrant”). The Registrant is a series fund investment company, and is entering into this Agreement on behalf of, and this Agreement shall apply to, each series of Registrant set forth on Schedule A hereto (each a “Fund,” collectively the “Funds”), as such schedule may be amended from time to time to add or delete series.

Directed Services LLC
Expense Limitation Agreement • April 28th, 2014 • Voya INVESTORS TRUST
Directed Services LLC
Investment Management Fee Waiver Agreement • April 28th, 2014 • Voya INVESTORS TRUST
March 14, 2014 ING Investors Trust
Expense Limitation Agreement • April 28th, 2014 • Voya INVESTORS TRUST
Directed Services LLC
Sub-Advisory Agreement • April 28th, 2014 • Voya INVESTORS TRUST
Directed Services LLC
Expense Limitation Agreement • April 28th, 2014 • Voya INVESTORS TRUST
SUB-ADVISORY AGREEMENT ING INVESTORS TRUST
Sub-Advisory Agreement • April 28th, 2014 • Voya INVESTORS TRUST • Delaware

This AGREEMENT is made as of this 7th day of May, 2013, among ING Investors Trust (the “Trust”), a Massachusetts business trust, Directed Services LLC (the “Manager”), a Delaware limited liability company, and Columbia Management Investment Advisers, LLC (the “Sub-Adviser”), a limited liability company organized under the laws of the State of Minnesota (the “Agreement”).

Directed Services LLC
Sub-Advisory Agreement • April 28th, 2014 • Voya INVESTORS TRUST
Directed Services LLC
Sub-Advisory Agreement • April 28th, 2014 • Voya INVESTORS TRUST
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